MANGALORE SEZ LIMITED 14Th Annual Report 2019-2020
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MANGALORE SEZ LIMITED 14th Annual Report 2019-2020 Corporate Information Board of Directors Shri Shashi Shanker : Chairman – Nominee Director of ONGC Shri Subhash Kumar : Nominee Director – Nominee of ONGC Shri M.Venkatesh : Nominee Director of ONGC Shri I.S.N.Prasad : Independent Director Shri Srinivas S Kamath : Independent Director Shri Paritosh Kumar Gupta : Nominee Director of IL&FS w.e.f 19th November, 2019 (Managing Director (up to 18th November, 2019) Shri Nand Kishore : Nominee Director of IL&FS Shri Isaac Vas : Additional Director – Nominee of KCCI (W.e.f 03rd February, 2020) Shri P.B.Abdul Hameed : Nominee Director of KCCI( up to 16th January, 2020) Shri Ashwani Kumar : Nominee Director of IL&FS (up to 09th September, 2019) Chief Executive Officer Chief Financial Officer Company Secretary Velnati Suryanarayana K.S.Ramesh V.Phani Bhushan Statutory Auditors Internal Auditors Secretarial Auditor Cost Auditor M/s Ray & Ray., M/s. N.M.Raiji & Co, M/s P.N. Pai & Co, Mr. P.Venkatagiri Chartered Accountants, Chartered Company Secretaries, Rao Bangalore. Accountants, Mangaluru. Cost Accountant, Bangalore. Mangaluru. Banker Security Trustee Registrar and Transfer Agent State Bank of India SBICAP Trustee Company Ltd KFIN Technologies Private Corporate Account Group –II, 202, Maker tower E, Cuffe Limited. Redfort Capital Parsvnath Parade, Mumbai – 400005 Karvy Selenium, Tower B, Plot 31- Towers,4th & 5th Floor, Bhai 32, Gachibowli,Financial District, Veer Singh Marg Nanakramguda, Hyderabad – 500 Gole Market, New Delhi- 032, Telangana 110001 Registered office Project Site Sy.No 168/3A, Plot No U-1, Administrative Bajpe, Permude village, Mangaluru – 574 509, Building, Mangalore Special Economic Zone, Dakshina Kannada (Dist), Karnataka Bajpe Village, Mangalore Taluk, Dakshina Kannada (Dist), Karnataka – 574142. Phone : 0824-2885501-02, Fax : 0824- 2885503 Website : www.mangaloresez.com; Email : [email protected] CIN : U45209KA2006PLC038590. Contents S.No Particulars Page No’s 1 Notice of 14th Annual General Meeting 1 2 Board’s Report 11 3 Secretarial Audit Report 29 4 Corporate Governance Report 33 5 Auditors’ Report on Standalone Financial Statements 64 6 Standalone Financial Statements 73 7 Auditors’ Report on Consolidated Financial Statements 138 8 Consolidated Financial Statements 144 Mangalore SEZ Limited Regd Off : Sy.No 168/3A, Plot No U-1, Administrative Building, Mangalore Special Economic Zone, Bajpe Village Mangalore taluk, Dakshina Kannada (Dist),Karnataka – 574142. Tel: 0824 - 2885501-02; Fax: 0824 – 2885503; Email: [email protected]; Website: www.mangaloresez.com; CIN: U45209KA2006PLC038590 ___________________________________________________________________________ NOTICE OF 14th ANNUAL GENERAL MEETING Notice is hereby given that the 14th Annual General Meeting of the Members of MANGALORE SEZ LIMITED (MSEZL) will be held on Tuesday, the 29th Day of September, 2020 at 9.45 Hours through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt a. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2020, the report of the Board of Directors and the report of the Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2020 and the report of the Auditors thereon. 2. To appoint a Director in place of Shri M.Venkatesh (DIN 07025342) who retires by rotation and being eligible, offers himself for re-appointment. SPECIAL BUSINESS: 3. To consider and if thought fit, to pass with or without modification (s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 (Act) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 (the Rules), including any statutory modification(s) or re-enactments thereof for the time being in force, and in accordance with the Articles of Association of the Company, Shri Isaac Vas (DIN: 00712781), who was appointed as an Additional Director of the Company with effect 1 from February 03, 2020, pursuant to Section 161 of the Act and the Articles of Association of the Company, and who holds office up to the date of this Annual General Meeting of the Company, who being eligible, offers himself for appointment and in respect of whom a notice in writing under Section 160 of the Act has been received from a member proposing his candidature for the office of Director, be and is, hereby appointed as Director (Nominee of KCCI) of the Company, liable to retire by rotation.” 4. TO RATIFY THE REMUNERATION PAYABLE TO COST AUDITORS, SHRI P.VENKATGIRI RAO, COST ACCOUNTANT FOR THE FINANCIAL YEAR ENDING 31st MARCH 2021. To consider and, if thought fi t, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), Shri P.Venkatagiri Rao, Cost Accountant (Firm Registration Number: 101602) appointed by the Board of Directors of the company as cost auditor for the financial year ending 31 March 2021, be paid a remuneration of Rs 50,000 (Rupees Fifty Thousand only) per annum plus out of pocket expenses, at actuals, and applicable taxes. RESOLVED FURTHER THAT the Audit Committee/Board of directors of the company be and are hereby severally authorized to do all such acts, matters, deeds and things as may be necessary to give effect to the above resolution.” By Order of the Board of Directors For Mangalore SEZ Limited Sd/- Place: Mangalore Phani Bhushan.V Date: 02/09/2020 Company Secretary NOTES: 1. The Explanatory Statement setting out the material facts concerning each item of Special Businesses to be transacted at the Annual General Meeting pursuant to Section 102 of the Companies Act, 2013, is annexed hereto and forms part of the 2 Notice. Information on all the Directors proposed to be appointed/re-appointed at the Meeting are provided in the Annexure to this Notice 2. In view of the outbreak of the COVID-19 pandemic, social distancing norms to be followed and the continuing restriction on movement of persons at several places in the country and pursuant to General Circular Nos.14/2020, 17/2020 and 20/2020 dated April 8, 2020, April 13, 2020 and May 5, 2020, respectively, issued by the Ministry of Corporate Affairs (“MCA Circulars”) the 14th AGM of the Company is being conducted through Video Conference (VC) / Other Audio Visual Means (OAVM),which does not require physical presence of Members at a common venue. In terms with the Secretarial Standards on General Meetings (SS-2) issued by The Institute of Company Secretaries of India, the venue of the 14th AGM shall be deemed to be the Registered Office of the Company situated at Sy.No 168/3a, Plot No U-1, Administrative Building, Mangalore Special Economic Zone, Bajpe Village Mangalore Taluk, Dakshina Kannada (Dist), Karnataka – 574142 3. In view of the COVID 19 pandemic, the Ministry of Corporate Affairs vide its Circulars has introduced certain measures enabling companies to convene their Annual General Meetings (AGM/ Meeting) through Video Conferencing (VC) or Other Audio Visual Means (OAVM) and also send notice of the Meeting and other correspondences related thereto, through electronic mode. In compliance with the said requirements of the MCA Circulars, electronic copy of the Notice along with the Annual Report for the financial year ended 31st March, 2020 consisting of financial statements including Board’s Report, Auditors’ Report and other documents required to be attached therewith (Collectively referred to as Notice) have been sent only to those members whose e- mail ids are registered with the Company or the Registrar and Share Transfer Agent or the Depository Participants(s) through electronic means and no physical copy of the Notice has been sent by the Company to any member. The Notice and Annual Report for financial year ended 2019-20 shall also be available on the website of the Company at www.mangaloresez.com. 4. Generally, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. Since this AGM is being held through VC / OAVM pursuant to the MCA Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members under Section 105 will not be available for the 14th AGM and hence the Proxy Form and Attendance Slip are not annexed hereto. However, in terms of the provisions of Section 112 and Section 113 of the Act, representatives of the Members such as the President of India or the Governor of a State or body 3 corporate can attend the AGM through VC/OAVM and cast their votes. In case a poll is demanded, the designated email id is [email protected] to which the members can send email to cast their vote. 5. Members of the Company under the category Corporate Shareholders are encouraged to attend and vote at the AGM through VC/OAVM are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM and vote on its behalf. The said Resolution/Authorization can be sent to the Company at [email protected]. 6. Since the AGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexed hereto 7. Participation of Members through VC /OAVM will be reckoned for the purpose of quorum for the AGM as per section 103 of the Act.